Common use of The Merger Agreement Clause in Contracts

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is attached hereto as Annex A. The Offer. Pursuant to the Merger Agreement, the Purchaser is obligated to commence the Offer as promptly as practicable after the date of the Merger Agreement. On the terms and subject to the conditions of the Offer and the Merger Agreement, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer except that, without the consent of the Special Committee, the Purchaser may not (i) waive the Minimum Condition (as defined below), (ii) reduce the price per Share or change the form of consideration to be paid pursuant to the Offer, (iii) decrease the number of Shares sought pursuant to the Offer, (iv) add to the conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (x) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (y) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, following the expiration of the Offer, the Purchaser will be merged with and into the Company in accordance with the applicable provisions of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will continue as the surviving corporation.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC on July 28, 2015 (the “Schedule TO”) and which is incorporated herein by reference reference. The Merger Agreement may be examined and a copy of which is attached hereto as Annex A. copies may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Receptos.” The Offer. Pursuant to the The Merger Agreement, the Agreement provides that Purchaser is obligated to will commence the Offer as promptly as practicable after the date of the Merger Agreement. On and that, upon the terms and subject to the conditions prior satisfaction or waiver of the Offer and Conditions described in Section 13 — “Conditions of the Merger AgreementOffer” (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment payment, and pay for for, all Shares validly tendered and not withdrawn pursuant to the Offer prior to promptly after the expiration of Expiration Date (the Offer, or any extension of it“Acceptance Time”). The obligations of the Purchaser to accept for paymentMerger Agreement requires us to: (a) if requested by Receptos, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to extend the Offer for one or modify more successive periods of up to 15 business days per extension (or such longer periods as may be approved in advance by Receptos) if, at the terms time the Offer is scheduled to expire, any of the Offer except thatConditions, without the consent of the Special Committee, the Purchaser may not (i) waive other than the Minimum Condition Condition, are not satisfied or have not been waived (as defined below), (ii) reduce the price per Share or change the form of consideration to be paid pursuant to the Offer, (iii) decrease the number of Shares sought pursuant to the Offer, (iv) add to the conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any provided that such condition in any manner adverse to the holders or conditions are capable of Shares being satisfied on or before July 14, 2016); (v) otherwise amend the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (xb) extend the Offer for any a period of 10 business days (or such longer periods as may be approved in advance by Receptos), if, at the time the Offer is scheduled to expire, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied or have been waived, on no more than two occasions (provided that we may extend the Offer for additional periods in our sole and absolute discretion); and (c) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or its staff or the staff thereof NASDAQ applicable to the Offer. The Merger Agreement provides that Purchaser may (but shall not be required to), and the Offer and (y) make available to Purchase shall reserve the right to, provide for a "“subsequent offering period," in accordance with ” (within the meaning of Rule 14d-11 of under the SEC, Exchange Act) of not less than three (3) nor greater more than twenty (20) 20 business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, immediately following the expiration of the Offer. Subject to the terms and conditions of the Merger Agreement and the Offer, the Purchaser will accept for payment, and pay for, all Shares that are validly tendered during any “subsequent offering period” promptly (within the meaning of Section 14e-1(c) under the Exchange Act) after any such Shares are validly tendered during such “subsequent offering period.” Notwithstanding the foregoing, Purchaser has agreed not to (and Celgene has agreed to cause Purchaser not to) commence any “subsequent offering period” after the Acceptance Time if the Merger can be merged with and into the Company in accordance with the applicable provisions effected under Section 251(h) of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will continue as the surviving corporation.

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of certain provisions of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is attached hereto filed as Annex A. an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and BEI in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The OfferMerger Agreement may be examined, and copies obtained, by following the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer to Purchase. Pursuant The Offer The Merger Agreement provides for the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, the Purchaser is obligated to commence the Offer as promptly as practicable after the date of each of the Merger Agreement. On the terms and subject to the conditions of the Offer and the Merger Agreement, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares that are subject to the conditions specified described in "THE OFFER, Section 12 -- 15 (Certain Conditions to the Offer." The Purchaser expressly reserves ) of this Offer to Purchase. Without OpticNet's prior written consent: (i) the right to waive any condition Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer or modify the terms of the Offer except that, without the consent of the Special Committee, the Purchaser may not that (iA) waive the Minimum Condition (as defined below), (ii) reduce the price per Share or change changes the form of consideration to be paid pursuant to the Offer, (iiiB) decrease decreases the Offer Price or the number of Shares shares of OpticNet common stock sought pursuant to be purchased in the Offer, (ivC) add imposes conditions to the conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in any manner adverse addition to the holders Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date of Sharesthe Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the Offer. Notwithstanding anything to the foregoingcontrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, the Purchaser may, without in its discretion, subject to the consent of the CompanyOpticNet, (x) extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule, regulation, interpretation rule or position regulation of the SEC or the staff thereof Securities and Exchange Commission applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (yiv) make available the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for a "subsequent offering period," period (and one or more extensions thereof) in accordance with Rule 14d-11 of under the SEC, of not less than three (3) nor greater than twenty (20) business daysExchange Act. The Purchaser is required under the Merger Agreement further provides that, on the terms of and subject to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer set forth in "THE OFFER, Section 12 -- Conditions and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Offer" but in no event shall Merger Agreement, BEI and Purchaser have an irrevocable option (the Purchaser be required "Top-Up Option") to extend purchase from OpticNet, at a price per share equal to the Offer later Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than December 31, 200090% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The MergerTop-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, on following the terms and subject satisfaction or waiver of the conditions to the conditions set forth therein, following Merger described below under the expiration of caption "Conditions to the OfferMerger", the Purchaser will be merged with and into the Company OpticNet in accordance with the applicable provisions of Delaware law, and OpticNet will continue as the DGCL. Following surviving corporation in the Merger, Merger and the separate corporate existence of the Purchaser shall will cease, and the Company will continue as the surviving corporation.

The Merger Agreement. The following is a summary of certain provisions description of the Merger Agreement. The summary Agreement is qualified in its entirety by reference to the Merger AgreementAgreement itself, which is incorporated herein by reference X.X. Xxxxxx and a Purchaser have filed as an exhibit to the Tender Offer Statement on Schedule TO that 14 Table of Contents X.X. Xxxxxx and Purchaser have filed with the Commission, which you may examine and copy of which is attached hereto as Annex A. set forth in Section 8 — “Information Concerning Portec” and Section 9 — “Information Concerning X.X. Xxxxxx and Purchaser.” The Offer. Pursuant to the The Merger Agreement, the Agreement provides that Purchaser is obligated to will commence the Offer as promptly as practicable after within ten business days of the date of the Merger Agreement. On , and that, upon the terms and subject to prior satisfaction or waiver of the conditions of the Offer and Offer, as set forth in Section 14 — “Conditions of the Merger AgreementOffer”, the Purchaser will accept for payment and pay for purchase all Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer except Merger Agreement provides that, without the prior written consent of the Special CommitteePortec, the Purchaser may will not (i) waive decrease the Minimum Condition (as defined below)Offer Price, (ii) reduce decrease the price per Share or aggregate number of Company Common Shares sought, (iii) change the form of consideration to be paid pursuant to the Offer, (iiiiv) decrease amend or waive the number of Shares sought pursuant Minimum Condition, (v) impose conditions to the Offer in addition to those included in the Merger Agreement, (vi) except as provided in the proviso set forth below in this paragraph, extend the Offer, (ivvii) add to amend or waive the conditions set forth in "THE OFFER, clauses (ii)(a) and (b) of the conditions set forth in Section 12 -- 14 — “Conditions to of the Offer" ” or modify (viii) amend any such other term or condition of the Offer in any manner which is adverse to the holders of Shares or (v) otherwise amend the Offer Company Common Shares, it being agreed that a waiver by Purchaser of any condition in any manner its discretion shall not be deemed to be adverse to the holders of Company Common Shares. Notwithstanding ; provided that, if on any scheduled Expiration Date of the foregoingOffer (as it may be extended in accordance with the terms of the Merger Agreement), all conditions to the Offer shall not have been satisfied or waived, Purchaser may, without the consent of the Company, (x) from time to time, extend the Offer in increments as determined by Purchaser to be reasonably necessary to cause such conditions to be satisfied and (y) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission or the staff thereof applicable to the Offer; provided, further, that, if on any scheduled Expiration Date of the Offer and (y) make available as it may be extended in accordance with the terms of the Merger Agreement), all conditions to the Offer shall not have been satisfied or waived, Portec may cause Purchaser to extend the Expiration Date by ten business days; provided, however, that the Expiration Date may not be extended more than once pursuant to such clause. Purchaser may also extend the Offer by no more than 20 business days if the Minimum Condition has been satisfied but less than 90% of the shares have been tendered. Purchaser may also provide for a "subsequent offering period," Subsequent Offering Period in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, following the expiration of the Offer, the Purchaser will be merged with and into the Company in accordance with the applicable provisions of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will continue as the surviving corporationExchange Act.

The Merger Agreement. The following is a summary of certain provisions of the Merger AgreementTHE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT. The summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is attached hereto as Annex THE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT WHICH IS INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ATTACHED HERETO AS ANNEX A. The OfferTHE OFFER. Pursuant to the Merger Agreement, the Purchaser is obligated to commence the Offer as promptly as practicable after the date of the Merger Agreement. On the terms and subject to the conditions of the Offer and the Merger Agreement, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions 12--Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer except that, without the consent of the Special Committee, the Purchaser may not (i) waive the Minimum Condition (as defined below)Condition, (ii) reduce the price per Share or change the form of consideration to be paid pursuant to the Offer, (iii) decrease the number of Shares sought pursuant to the Offer, (iv) add to the conditions set forth in "THE OFFER, Section 12 -- Conditions 12--Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (x) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (y) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) 20 business days. The , provided that the Purchaser is required under the Merger Agreement to shall extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions 12--Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December October 31, 2000. The MergerTHE MERGER. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, following the expiration of the Offer, the Purchaser will be merged with and into the Company in accordance with the applicable provisions of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, cease and the Company will continue as the surviving corporation. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares, - each issued and outstanding share of capital stock of the Purchaser will be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation; and - each issued and outstanding Share immediately prior to the Effective Time (other than Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent) shall be converted into the right to receive $13.00 in cash, or any higher price per Share paid pursuant to the Offer in cash (without interest). For a discussion of appraisal rights under the DGCL, see "SPECIAL FACTORS, Section 8--Dissenters' Rights."

The Merger Agreement. The following is a summary of certain the material provisions of the Merger Agreement, a copy of which has been filed as an exhibit to the Tender Offer Statement on Schedule TO that Alcatel Lucent, Parent and Purchaser have filed with the SEC. The This summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference herein. The Merger Agreement may be examined and a copy of which is attached hereto as Annex A. copies may be obtained in the manner set forth in Section 9 — “Certain Information Concerning Purchaser, Parent and Alcatel Lucent.” The Offer. Pursuant to the The Merger Agreement, the Agreement provides that Purchaser is obligated to will commence the Offer as promptly as practicable after the date of the Merger Agreement. On and that, upon the terms and subject to prior satisfaction or waiver of the conditions of the Offer and the Merger Agreement, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer prior described in Section 15 — “Conditions to Purchaser’s Obligations” (including, if the expiration Offer is extended or amended, the terms and conditions of the Offer, or any extension of it. The obligations of the or amendment), Purchaser to will accept for payment, and pay for, the all Shares are subject validly tendered pursuant to the conditions specified in "THE OFFER, Section 12 -- Conditions to Offer and not withdrawn by the Offer." The Expiration Date. Purchaser expressly reserves the right from time to time, to waive any condition to the Offer or modify Offer; provided that, pursuant to the terms of the Offer except thatMerger Agreement, Purchaser has agreed that it will not, without the prior written consent of the Special Committee, the Purchaser may not (i) waive the Minimum Condition (as defined below)Company, (iia) reduce decrease the price per Share Offer Price or change the form of consideration to be paid pursuant to in the Offer, (iiib) decrease the number of Shares sought pursuant to be purchased in the Offer, (ivc) add amend or waive satisfaction of the Minimum Condition, except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition, (d) impose conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in any manner adverse addition to the holders of Shares. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (x) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer Minimum Condition and (y) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFERAnnex I of the Merger Agreement, which are summarized in Section 12 -- 15 — “Conditions to the Offer" but Purchaser’s Obligations,” in no event shall the Purchaser be required this Offer to extend Purchase or (e) cause any modification of or amendment to the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, following the expiration that would require an extension or delay of the Offer, then current Expiration Date (other than an increase in the Purchaser will be merged with and into Offer Price or a one-time decrease in the Company in accordance with Minimum condition to an amount not less than the applicable provisions of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will continue as the surviving corporationLowered Minimum Condition).

The Merger Agreement. The following is a summary of certain provisions description of the Merger Agreement. The summary Agreement is qualified in its entirety by reference to the entire Merger Agreement, which is incorporated herein by reference Purchaser has filed as an exhibit to the Tender Offer Statement on Schedule TO that Purchaser has filed with the SEC, which you may examine and a copy of which is attached hereto as Annex A. set forth in Section 9 — “Information Concerning Getinge and Purchaser.” The Offer. Pursuant to the The Merger Agreement, the Agreement provides that Purchaser is obligated to will commence the Offer as promptly as practicable after the date of the Merger Agreement. On September 15, 2008, and in any event on or prior to September 30, 2008 and that, upon the terms and subject to the conditions of the Offer, including the prior satisfaction or waiver of the conditions to the Offer and as set forth in Section 14 — “Conditions of the Merger Agreement, the Offer,” Purchaser will accept for payment and pay for purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer except Merger Agreement provides that, without the prior written consent of the Special CommitteeDatascope, the Purchaser may will not (i) waive decrease the Minimum Condition (as defined below)Offer Price, (ii) reduce the price per Share or change the form of consideration to be paid pursuant to payable in the Offer, (iii) decrease reduce the maximum number of Shares sought pursuant to be purchased in the Offer, (iv) add impose conditions to the Offer that are different from, or in addition to, the conditions set forth in "THE OFFERthe Merger Agreement, Section 12 -- Conditions (v) waive the Minimum Condition as defined in the Merger Agreement, (vi) amend any of the conditions to the Offer" or modify any such condition Offer set forth in any the Merger Agreement in a manner adverse to the holders of the Shares or (vvii) otherwise amend extend the expiration of the Offer in a manner other than as required by the Merger Agreement. Purchaser (a) shall, until at least June 15, 2009, extend the Offer for one or more periods of five (5) business days if, at the then-scheduled Expiration Date, any manner adverse to of the holders conditions of Shares. Notwithstanding the foregoingOffer have not been satisfied or waived, the Purchaser or (b) may, without the consent of Datascope, if all of the Companyconditions of the Offer are satisfied but the number of Shares that have been validly tendered and not properly withdrawn in the Offer, together with any Shares then owned by Getinge, is less than ninety percent (x90%) of the outstanding Shares, commence a subsequent offering period for three to twenty business days to acquire the remaining outstanding Shares. Purchaser shall extend the Offer for any period required by any applicable law, rule, regulation, interpretation or position of the SEC (or the staff thereof applicable to the Offer and (yits staff) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, following the expiration of the Offer, the Purchaser will be merged with and into the Company in accordance with the applicable provisions of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will continue as the surviving corporationor NASDAQ.

The Merger Agreement. The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The summary , a copy of which is filed as an exhibit to the Schedule 14D-1 referred to in Section 18, is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is attached hereto as Annex A. The Offer. Pursuant to the Merger Agreement, the Purchaser is obligated to commence the Offer as promptly as practicable after the date text of the Merger Agreement. On Capitalized terms used in the following summary and not otherwise defined in this Offer to Purchase shall have the meanings set forth in the Merger Agreement. The Offer. The Merger Agreement provides that the Purchaser will commence the Offer and that, upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and the Merger AgreementOffer, the Purchaser will accept for payment and pay for purchase all Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are subject to the conditions specified in "THE OFFER, Section 12 -- Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer except Merger Agreement provides that, without the written 22 consent of the Special CommitteeCompany, the Purchaser may will not (i) waive reduce the Minimum Condition (as defined below), number of Common Shares and Preferred Shares to be purchased in the Offer; (ii) reduce the price per Common Share Offer Price or the Preferred Share Offer Price, except as otherwise provided in the Merger Agreement; (iii) modify or add to the conditions of the Offer in any manner that the Board of Trustees of the Company, in the exercise of its fiduciary obligations, determines to be adverse to the holders of Common Shares or Preferred Shares; (iv) except as provided in the Merger Agreement, extend the Offer; (v) change the form of consideration payable in the Offer; or (vi) amend any other term of the Offer in a manner that the Board of Trustees of the Company, in the exercise of its fiduciary obligations, determines to be paid pursuant to the Offer, (iii) decrease the number of Shares sought pursuant to the Offer, (iv) add to the conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Common Shares or (v) otherwise amend the Offer in any manner adverse to the holders of and Preferred Shares. Notwithstanding The Merger Agreement provides that, notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (xi) extend the Offer beyond the Expiration Date for a period not to exceed 20 business days, if at the Expiration Date any of the conditions to the Purchaser's obligation to accept for payment, and pay for, Common Shares and Preferred Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived; or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Commission or the staff thereof applicable to the Offer and (y) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Merger Agreement to extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement provides that, on following the terms consummation of the Offer and subject to the terms and conditions set forth thereinthereof, following at the expiration of the Offer, Effective Time the Purchaser will shall be merged with and into the Company in accordance with the applicable provisions and, as a result of the DGCL. Following the Merger, the separate corporate existence of the Purchaser shall cease, and the Company will shall continue as the surviving corporation.Surviving Corporation and a wholly-owned subsidiary of EastGroup. The respective obligations of EastGroup and the Purchaser, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction at or prior to the Effective Time of each of the following conditions: (i) the Merger Agreement shall have been approved by the requisite vote of the shareholders, if required by applicable law, in order to consummate the Merger; (ii) no temporary restraining order, preliminary or permanent injunction or other order by any United States federal or state court or governmental body which prohibits the consummation of the transactions contemplated by the Merger Agreement shall have been issued; provided, however, that the Purchaser, EastGroup and the Company shall have used all reasonable efforts to have such order or injunction vacated or reversed; and (iii) if applicable, the waiting period under the HSR Act shall have expired or shall have been terminated. At the Effective Time of the Merger, each Preferred Share issued and outstanding (other than Dissenting Shares representing Preferred Shares and those Preferred Shares held by the Company, any subsidiary of the Company, EastGroup or the Purchaser which are to be canceled pursuant to the Merger Agreement) shall be converted into the right to receive in cash, without interest, the price per Preferred Share paid pursuant to the Offer (the "Preferred Merger Price"). At the Effective Time of the Merger, each Common Share issued and outstanding (other than Dissenting Shares representing Common Shares and those Common Shares held by the Company, any subsidiary of the Company, EastGroup or the Purchaser which are to be canceled pursuant to the Merger Agreement) shall be converted into the right to receive in cash, without interest, the price per Common Share paid pursuant to the Offer (the "Common Merger Price"). Also as of the Effective Time, each issued and outstanding share of the capital stock of the Purchaser shall be converted into and become one fully paid and nonassessable common share, $0.001 par value per share, of the Surviving Corporation. The Company's Board of Trustees. The Merger Agreement provides that promptly upon the purchase by the Purchaser or EastGroup of Preferred Shares and Common Shares pursuant to the Offer, EastGroup shall be entitled to designate three persons to serve as trustees on the Company's Board of Trustees, subject to compliance with Section 14(f) of the Exchange Act, if applicable. At such time, if requested by EastGroup, the 23